Ownership of Property; Insurance Coverage. 5.8.1. Somerset Bank and each Somerset Bank Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank or each Somerset Bank Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Somerset Bank Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material Liens, except (i) those items that secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, or any transaction by a Somerset Bank Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or that are being contested in good faith. Somerset Bank and the Somerset Bank Subsidiaries, as lessee, have the right under valid and subsisting leases of real and personal properties used by Somerset Bank and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. 5.8.2. Somerset Bank and each Somerset Bank Subsidiary currently maintain insurance considered by Somerset Bank to be reasonable for their respective operations. Neither Somerset Bank nor any Somerset Bank Subsidiary has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Somerset Bank or any Somerset Bank Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Somerset Bank and each Somerset Bank Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SR BANCORP DISCLOSURE SCHEDULE 5.8.2 identifies all policies of insurance maintained by Somerset Bank and each Somerset Bank Subsidiary.
Appears in 3 contracts
Sources: Merger Agreement (SR Bancorp, Inc.), Merger Agreement (SR Bancorp, Inc.), Merger Agreement (SR Bancorp, Inc.)
Ownership of Property; Insurance Coverage. 5.8.15.9.1. Somerset Bank PFS and each Somerset Bank Significant Subsidiary of PFS has good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank PFS or each Somerset Bank Significant Subsidiary of PFS in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Somerset Bank PFS Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, or any transaction by a Somerset Bank Significant Subsidiary of PFS acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith. Somerset Bank PFS and the Somerset Bank SubsidiariesSignificant Subsidiaries of PFS, as lessee, have the right under valid and subsisting leases of real and personal properties used by Somerset Bank PFS and its the Significant Subsidiaries of PFS in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them.
5.8.25.9.2. Somerset Bank PFS and each Somerset Bank Significant Subsidiary of PFS currently maintain insurance considered by Somerset Bank PFS to be reasonable for their respective operations. Neither Somerset Bank PFS nor any Somerset Bank Significant Subsidiary of PFS has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Somerset Bank or any Somerset Bank Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Somerset Bank PFS and each Somerset Bank Significant Subsidiary of PFS has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SR BANCORP policies except as disclosed in PFS DISCLOSURE SCHEDULE 5.8.2 identifies all policies of insurance maintained by Somerset Bank and each Somerset Bank Subsidiary5.9.2.
Appears in 3 contracts
Sources: Merger Agreement (Provident Financial Services Inc), Merger Agreement (First Sentinel Bancorp Inc), Merger Agreement (Provident Financial Services Inc)
Ownership of Property; Insurance Coverage. 5.8.1. Somerset Bank PFS and each Somerset Bank PFS Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank PFS or each Somerset Bank PFS Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Somerset Bank PFS Regulatory Reports and in the PFS Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLBFHLB and FRB, inter-bank credit facilities, or any transaction by a Somerset Bank PFS Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith, (iii) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (iv) those described and reflected in the PFS Financial Statements. Somerset Bank PFS and the Somerset Bank PFS Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Somerset Bank PFS and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them.
5.8.2. Somerset Bank PFS and each Somerset Bank PFS Subsidiary currently maintain insurance considered by Somerset Bank are insured with reputable insurers against such risks and in such amounts that management of PFS reasonably determined to be reasonable for prudent, sufficient and consistent with industry practice, and PFS and each PFS Subsidiary are in compliance in all material respects with their respective operationsinsurance policies. Neither Somerset Bank PFS nor any Somerset Bank PFS Subsidiary has received notice from any insurance carrier during the past five years that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially materially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Somerset Bank PFS or any Somerset Bank PFS Subsidiary under such policiespolicies (other than with respect to health or disability insurance). All such insurance is valid and enforceable and in full force and effect, and within the last three years Somerset Bank and each Somerset Bank Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SR BANCORP DISCLOSURE SCHEDULE 5.8.2 identifies all policies of insurance maintained by Somerset Bank and each Somerset Bank Subsidiary.
Appears in 2 contracts
Sources: Merger Agreement (Sb One Bancorp), Merger Agreement (Provident Financial Services Inc)
Ownership of Property; Insurance Coverage. 5.8.1. Somerset Bank 5.10.1 AFC and each Somerset Bank AFC Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank AFC or each Somerset Bank Subsidiary AFC Subsidiary, as applicable, in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Somerset Bank AFC Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetsconsolidated statement of financial condition), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLBAFC, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Somerset Bank AFC Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith. Somerset Bank AFC and the Somerset Bank AFC Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Somerset Bank AFC and its the AFC Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the AFC Financial Statements.
5.8.2. Somerset Bank 5.10.2 AFC and each Somerset Bank AFC Subsidiary currently maintain insurance considered by Somerset Bank each of them to be reasonable for their respective operations. Neither Somerset Bank AFC nor any Somerset Bank Subsidiary AFC Subsidiary, has received notice from any insurance carrier on or before the date hereof that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There Except as listed on AFC Disclosure Schedule 5.10.2, there are presently no material claims pending under such policies of insurance and no notices of claim have been given by Somerset Bank AFC or any Somerset Bank AFC Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effecteffect (other than insurance that expires in accordance with its terms), and within the last three years Somerset Bank and each Somerset Bank Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SR BANCORP DISCLOSURE SCHEDULE 5.8.2 identifies all policies of insurance maintained by Somerset Bank and each Somerset Bank Subsidiary.the
Appears in 1 contract
Ownership of Property; Insurance Coverage. 5.8.15.9.1. Somerset Bank PFS and each Somerset Bank PFS Subsidiary has have good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank PFS or each Somerset Bank PFS Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Somerset Bank PFS Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLBFHLB of New York, inter-bank credit facilities, or any transaction by a Somerset Bank PFS Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith. Somerset Bank PFS and the Somerset Bank Subsidiarieseach PFS Subsidiary, as lessee, have the right under valid and subsisting leases of real and personal properties used by Somerset Bank PFS and its Subsidiaries the PFS Subsidiary in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them.
5.8.25.9.2. Somerset Bank PFS and each Somerset Bank PFS Subsidiary currently maintain insurance considered by Somerset Bank PFS to be reasonable for their respective operations. Neither Somerset Bank PFS nor any Somerset Bank PFS Subsidiary has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Somerset Bank or any Somerset Bank Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Somerset Bank PFS and each Somerset Bank PFS Subsidiary has have received each type of insurance coverage for which it has they have applied and during such periods has have not been denied indemnification for any material claims submitted under any of its their insurance policies. SR BANCORP policies except as disclosed in PFS DISCLOSURE SCHEDULE 5.8.2 identifies all policies of insurance maintained by Somerset Bank and each Somerset Bank Subsidiary5.9.2.
Appears in 1 contract
Sources: Merger Agreement (Provident Financial Services Inc)
Ownership of Property; Insurance Coverage. 5.8.15.9.1. Somerset Bank PBI and each Somerset Bank Significant Subsidiary of PBI has good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank PBI or each Somerset Bank Significant Subsidiary of PBI in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Somerset Bank PBI Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, or any transaction by a Somerset Bank Significant Subsidiary of PBI acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith. Somerset Bank PBI and the Somerset Bank SubsidiariesSignificant Subsidiaries of PBI, as lessee, have the right under valid and subsisting leases of real and personal properties used by Somerset Bank PBI and its the Significant Subsidiaries of PBI in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them.
5.8.25.9.2. Somerset Bank PBI and each Somerset Bank Significant Subsidiary of PBI currently maintain insurance considered by Somerset Bank PBI to be reasonable for their respective operations. Neither Somerset Bank PBI nor any Somerset Bank Significant Subsidiary of PBI has received notice from any insurance carrier on or before the date hereof that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Somerset Bank or any Somerset Bank Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effecteffect (other than insurance that expires in accordance with its terms), and within the last three years Somerset Bank PBI and each Somerset Bank Significant Subsidiary of PBI has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SR BANCORP policies except as disclosed in PBI DISCLOSURE SCHEDULE 5.8.2 identifies all policies of insurance maintained by Somerset Bank and each Somerset Bank Subsidiary5.9.2.
Appears in 1 contract
Ownership of Property; Insurance Coverage. 5.8.1. Somerset Bank (i) IBT and each Somerset Bank IBT Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank IBT or each Somerset Bank IBT Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the Somerset Bank most recent IBT Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, facilities or any transaction by a Somerset Bank Subsidiary IBT acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith. Somerset Bank IBT and the Somerset Bank IBT Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Somerset Bank IBT and its the IBT Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the IBT Financial Statements.
5.8.2. Somerset Bank (ii) IBT and each Somerset Bank Significant Subsidiary of IBT currently maintain insurance considered by Somerset Bank each of them to be reasonable for their respective operations. Neither Somerset Bank IBT nor any Somerset Bank Significant Subsidiary of IBT has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices of material claims have been given by Somerset Bank IBT or any Somerset Bank Significant Subsidiary of IBT under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Somerset Bank IBT and each Somerset Bank Significant Subsidiary of IBT has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SR BANCORP DISCLOSURE SCHEDULE 5.8.2 identifies all policies of insurance maintained by Somerset Bank and each Somerset Bank Subsidiary.IBT Disclosure Schedule 5.1(h)
Appears in 1 contract
Ownership of Property; Insurance Coverage. 5.8.1. Somerset Bank 5.10.1 AFC and each Somerset Bank AFC Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank AFC or each Somerset Bank Subsidiary AFC Subsidiary, as applicable, in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets most recent consolidated statement of financial condition contained in the Somerset Bank AFC Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetsconsolidated statement of financial condition), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLBAFC, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Somerset Bank AFC Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith. Somerset Bank AFC and the Somerset Bank AFC Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Somerset Bank AFC and its the AFC Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the AFC Financial Statements.
5.8.2. Somerset Bank 5.10.2 AFC and each Somerset Bank AFC Subsidiary currently maintain insurance considered by Somerset Bank each of them to be reasonable for their respective operations. Neither Somerset Bank AFC nor any Somerset Bank Subsidiary AFC Subsidiary, has received notice from any insurance carrier on or before the date hereof that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There Except as listed on AFC Disclosure Schedule 5.10.2, there are presently no material claims pending under such policies of insurance and no notices of claim have been given by Somerset Bank AFC or any Somerset Bank AFC Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effecteffect (other than insurance that expires in accordance with its terms), and within the last three years Somerset Bank AFC and each Somerset Bank AFC Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SR BANCORP DISCLOSURE SCHEDULE 5.8.2 identifies all policies of insurance maintained by Somerset Bank and each Somerset Bank SubsidiaryAFC Disclosure Schedule 5.
Appears in 1 contract
Ownership of Property; Insurance Coverage. 5.8.14.9.1. Somerset Bank FKF and each Somerset Bank FKF Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank FKF or each Somerset Bank FKF Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Somerset Bank FKF Regulatory Reports and in the FKF Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (ia) those items that which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, or any transaction by a Somerset Bank an FKF Subsidiary acting in a fiduciary capacity, and (iib) statutory liens for amounts not yet delinquent or that which are being contested in good faith, (c) non-monetary liens affecting real property which do not adversely affect the value or use of such real property, and (d) those described and reflected in the FKF Financial Statements. Somerset Bank FKF and the Somerset Bank FKF Subsidiaries, as lessee, have the right under valid and subsisting enforceable leases of real and personal properties used by Somerset Bank FKF and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Neither FKF or any FKF Subsidiary is in default under any lease for any real or personal property to which either FKF or any FKF Subsidiary is a party, and there has not occurred any event that, with lapse of time or the giving of notice or both, would constitute such a default. FKF is not a party to any agreement pursuant to which it has securitized any of its assets.
5.8.24.9.2. Somerset Bank With respect to all agreements pursuant to which FKF or any FKF Subsidiary has purchased securities subject to an agreement to resell, if any, FKF or such FKF Subsidiary, as the case may be, has a valid, perfected, first priority lien or security interest in the securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.
4.9.3. FKF and each Somerset Bank FKF Subsidiary currently maintain insurance considered by Somerset Bank each of them to be reasonable for their respective operations. Neither Somerset Bank FKF nor any Somerset Bank Subsidiary FKF Subsidiary, except as disclosed in FKF Disclosure Schedule 4.9.3, has received notice from any insurance carrier during the past five years that (ia) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (iib) premium costs (other than with respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. There Except as set forth in FKF Disclosure Schedule 4.9.3, there are presently no material claims pending under such policies of insurance and no notices have been given by Somerset Bank FKF or any Somerset Bank FKF Subsidiary under such policiespolicies (other than with respect to health or disability insurance). FKF and all FKF Subsidiaries maintain such fidelity bonds and errors and omissions insurance as may be customary or required under applicable laws or regulations. All such insurance is valid and enforceable and in full force and effect, and within the last three years Somerset Bank FKF and each Somerset Bank FKF Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SR BANCORP DISCLOSURE SCHEDULE 5.8.2 FKF Disclosure Schedule 4.9.3 identifies all policies of insurance maintained by Somerset Bank FKF and each Somerset Bank SubsidiaryFKF Subsidiary as well as the other matters required to be disclosed under this Section.
4.9.4. All real property owned by FKF or an FKF Subsidiary is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on such real property are in good operating condition and in a state of good working order, ordinary wear and tear and casualty excepted. There are no pending or, to the Knowledge of FKF, threatened condemnation proceedings against such real property. FKF and the applicable FKF Subsidiaries are in material compliance with all applicable health and safety related requirements for the owned real property, including those under the Americans with Disabilities Act of 1990 and the Occupational Safety and Health Act of 1970. Insurance is currently maintained on all property, including all owned real property, in amounts, scope and coverage reasonably necessary for its operations. Neither FKF nor any FKF Subsidiary has received any written notice of termination, nonrenewal or premium adjustment for such policies.
Appears in 1 contract
Ownership of Property; Insurance Coverage. 5.8.1. Somerset Bank (i) FSSB and each Somerset Bank FSSB Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank FSSB or each Somerset Bank FSSB Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the Somerset Bank most recent FSSB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, facilities or any transaction by a Somerset Bank Subsidiary FSSB acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith. Somerset Bank FSSB and the Somerset Bank FSSB Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Somerset Bank FSSB and its the FSSB Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the FSSB Financial Statements.
5.8.2. Somerset Bank (ii) FSSB and each Somerset Bank Significant Subsidiary of FSSB currently maintain insurance considered by Somerset Bank each of them to be reasonable for their respective operations. Neither Somerset Bank FSSB nor any Somerset Bank Significant Subsidiary of FSSB has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Somerset Bank or any Somerset Bank Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Somerset Bank and each Somerset Bank Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SR BANCORP DISCLOSURE SCHEDULE 5.8.2 identifies all policies of insurance maintained by Somerset Bank and each Somerset Bank Subsidiary.notices
Appears in 1 contract
Sources: Agreement and Plan of Merger (Ibt Bancorp Inc /Mi/)
Ownership of Property; Insurance Coverage. 5.8.14.9.1. Somerset Bank and each Somerset Bank Subsidiary Except as set forth in KELSAN DISCLOSURE SCHEDULE 4.9.1, Kelsan has good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank or each Somerset Bank Subsidiary Kelsan in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the Somerset Bank most recent Kelsan Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, or any transaction by a Somerset Bank Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith. Somerset Bank and the Somerset Bank SubsidiariesKelsan, as lessee, have has the right under valid and subsisting existing leases of real and personal properties used by Somerset Bank and its Subsidiaries Kelsan in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Kelsan Financial Statements.
5.8.24.9.2. Somerset Bank and each Somerset Bank Subsidiary Kelsan currently maintain maintains insurance considered by Somerset Bank it to be reasonable for their respective its operations. Neither Somerset Bank nor any Somerset Bank Subsidiary Kelsan has not received notice from any insurance carrier on or before the date hereof that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Somerset Bank or any Somerset Bank Subsidiary Kelsan under such policies. All such insurance is valid and enforceable and in full force and effecteffect (other than insurance that expires in accordance with its terms), and within the last three years Somerset Bank and each Somerset Bank Subsidiary Kelsan has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SR BANCORP KELSAN DISCLOSURE SCHEDULE 5.8.2 identifies all policies of insurance maintained by Somerset Bank and each Somerset Bank Subsidiary4.
Appears in 1 contract
Ownership of Property; Insurance Coverage. 5.8.15.9.1. Somerset Bank AANB and each Somerset Bank Significant Subsidiary of AANB has good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank AANB or each Somerset Bank Significant Subsidiary of AANB in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Somerset Bank AANB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, or any transaction by a Somerset Bank Significant Subsidiary of AANB acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith. Somerset Bank AANB and the Somerset Bank SubsidiariesSignificant Subsidiaries of AANB, as lessee, have the right under valid and subsisting leases of real and personal properties used by Somerset Bank AANB and its the Significant Subsidiaries of AANB in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them.
5.8.25.9.2. Somerset Bank AANB and each Somerset Bank Significant Subsidiary of AANB currently maintain insurance considered by Somerset Bank AANB to be reasonable for their respective operations. Neither Somerset Bank AANB nor any Somerset Bank Significant Subsidiary of AANB has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Somerset Bank or any Somerset Bank Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Somerset Bank AANB and each Somerset Bank Significant Subsidiary of AANB has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SR BANCORP policies except as disclosed in AANB DISCLOSURE SCHEDULE 5.8.2 identifies all policies of insurance maintained by Somerset Bank and each Somerset Bank Subsidiary5.9.2.
Appears in 1 contract
Sources: Merger Agreement (Abigail Adams National Bancorp Inc)
Ownership of Property; Insurance Coverage. 5.8.14.9.1. Somerset Bank and each Somerset Bank Subsidiary Except as set forth in SALIENT DISCLOSURE SCHEDULE 4.9.1, Salient has good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank or each Somerset Bank Subsidiary Salient in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the Somerset Bank most recent Salient Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, or any transaction by a Somerset Bank Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith. Somerset Bank and the Somerset Bank SubsidiariesSalient, as lessee, have has the right under valid and subsisting existing leases of real and personal properties used by Somerset Bank and its Subsidiaries Salient in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Salient Financial Statements.
5.8.24.9.2. Somerset Bank and each Somerset Bank Subsidiary Salient currently maintain maintains insurance considered by Somerset Bank each of them to be reasonable for their respective operations. Neither Somerset Bank nor any Somerset Bank Subsidiary Salient has not received notice from any insurance carrier on or before the date hereof that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Somerset Bank or any Somerset Bank Subsidiary Salient under such policies. All such insurance is valid and enforceable and in full force and effecteffect (other than insurance that expires in accordance with its terms), and within the last three years Somerset Bank and each Somerset Bank Subsidiary Salient has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SR BANCORP SALIENT DISCLOSURE SCHEDULE 5.8.2 4.9.2 identifies all policies of insurance maintained by Somerset Bank Salient and each Somerset Bank SubsidiarySalient Subsidiary as well as the other matters required to be disclosed under this Section.
Appears in 1 contract
Ownership of Property; Insurance Coverage. 5.8.1. Somerset Bank 5.8.1 FCLF and each Somerset Bank FCLF Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank FCLF or each Somerset Bank FCLF Subsidiary in the conduct of its their businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Somerset Bank FCLF Financial Statements or FCLF Regulatory Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, or any transaction by a Somerset Bank FCLF Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith. Somerset Bank FCLF and the Somerset Bank FCLF Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Somerset Bank FCLF and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them.
5.8.2. Somerset Bank 5.8.2 FCLF and each Somerset Bank FCLF Subsidiary currently maintain insurance considered by Somerset Bank FCLF to be reasonable for their respective operations. Neither Somerset Bank FCLF nor any Somerset Bank FCLF Subsidiary has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Somerset Bank FCLF or any Somerset Bank FCLF Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Somerset Bank since July 9, 2006, FCLF and each Somerset Bank FCLF Subsidiary has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SR BANCORP DISCLOSURE SCHEDULE 5.8.2 identifies all policies of insurance maintained by Somerset Bank and each Somerset Bank Subsidiary.
Appears in 1 contract
Sources: Merger Agreement (First Clover Leaf Financial Corp.)
Ownership of Property; Insurance Coverage. 5.8.15.9.1. Somerset Bank ISBC and each Somerset Bank ISBC Subsidiary has have good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank ISBC or each Somerset Bank ISBC Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets contained in the Somerset Bank ISBC Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheets), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLBFHLB of New York, inter-bank credit facilities, or any transaction by a Somerset Bank ISBC Subsidiary acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith. Somerset Bank ISBC and the Somerset Bank Subsidiarieseach ISBC Subsidiary, as lessee, have the right under valid and subsisting leases of real and personal properties used by Somerset Bank ISBC and its Subsidiaries the ISBC Subsidiary in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them.
5.8.25.9.2. Somerset Bank ISBC and each Somerset Bank ISBC Subsidiary currently maintain insurance considered by Somerset Bank ISBC to be reasonable for their respective operations. Neither Somerset Bank ISBC nor any Somerset Bank ISBC Subsidiary has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices have been given by Somerset Bank or any Somerset Bank Subsidiary under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three years Somerset Bank ISBC and each Somerset Bank ISBC Subsidiary has have received each type of insurance coverage for which it has they have applied and during such periods has have not been denied indemnification for any material claims submitted under any of its their insurance policies. SR BANCORP policies except as disclosed in ISBC DISCLOSURE SCHEDULE 5.8.2 identifies all policies of insurance maintained by Somerset Bank and each Somerset Bank Subsidiary5.9.2.
Appears in 1 contract
Ownership of Property; Insurance Coverage. 5.8.1. Somerset Bank (i) FSSB and each Somerset Bank FSSB Subsidiary has good and, as to real property, marketable title to all material assets and properties owned by Somerset Bank FSSB or each Somerset Bank FSSB Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the balance sheets sheet contained in the Somerset Bank most recent FSSB Financial Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheetssheet), subject to no material Liensencumbrances, liens, mortgages, security interests or pledges, except (i) those items that which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB, inter-bank credit facilities, facilities or any transaction by a Somerset Bank Subsidiary FSSB acting in a fiduciary capacity, and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith. Somerset Bank FSSB and the Somerset Bank FSSB Subsidiaries, as lessee, have the right under valid and subsisting existing leases of real and personal properties used by Somerset Bank FSSB and its the FSSB Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. Such existing leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitments with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the FSSB Financial Statements.
5.8.2. Somerset Bank (ii) FSSB and each Somerset Bank Significant Subsidiary of FSSB currently maintain insurance considered by Somerset Bank each of them to be reasonable for their respective operations. Neither Somerset Bank FSSB nor any Somerset Bank Significant Subsidiary of FSSB has received notice from any insurance carrier that (i) such insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (ii) premium costs with respect to such policies of insurance will be substantially increased. There are presently no material claims pending under such policies of insurance and no notices of material claims have been given by Somerset Bank FSSB or any Somerset Bank Significant Subsidiary of FSSB under such policies. All such insurance is valid and enforceable and in full force and effect, and within the last three (3) years Somerset Bank FSSB and each Somerset Bank Significant Subsidiary of FSSB has received each type of insurance coverage for which it has applied and during such periods has not been denied indemnification for any material claims submitted under any of its insurance policies. SR BANCORP DISCLOSURE SCHEDULE 5.8.2 identifies all policies of insurance maintained by Somerset Bank and each Somerset Bank Subsidiary.FSSB Disclosure Schedule 4.1(j)
Appears in 1 contract